Mining Plans. 4.2.1 Life-of-Mine Plan (a) Contractor shall prepare and provide to Owner in writing a mining plan covering life of mine requirements (“Life-of-Mine Plan”) for the design, development, construction and operation of the Mine, including the Development Period and Production Period, to furnish from the Five Forks Reserves the lignite requirements requested by Owner under this Agreement. The Life-of-Mine Plan shall be prepared in accordance with commercially reasonable engineering and design practices and Applicable Laws and shall include, but not be limited to, production schedules, staffing and equipment requirements, estimated costs per Ton using the cost categories identified in Section 7.2, time schedules for mine development, method of operation, including method of operation of any lignite handling facilities, lignite quality characteristics, reclamation and permitting schedules, an estimated capital budget containing estimates of all capital expenditures, commitments, loan/lease requirements, and operating cost requirements, mine design, mine plan projection maps, mine progression and reserve studies, and other documentation reasonably requested by Owner. Contractor will permit Owner’s representatives to participate in the development of the Life-of-Mine Plan and any revisions thereto. (b) The Life-of-Mine Plan, which shall include an initial annual operating budget (each such annual operating budget, an “Operating Budget”), for the portion of the current Year remaining after the Effective Date, prepared as set forth in Section 4.2.3 but for a partial Year, shall be completed and delivered by Contractor to Owner within ninety (90) Days of the Effective Date. Owner shall review the Life-of-Mine Plan, including the initial Operating Budget, for reasonableness and completeness. Within thirty (30) Days of receipt of the Life of-Mine Plan, Owner shall meet with Contractor to jointly review the proposed Life-of-Mine Plan and initial Operating Budget. Within fifteen (15) Days of the conclusion of such review, Owner shall provide notice to Contractor of its approval of, or Owner’s suggested modifications to, the Life-of-Mine Plan and initial Operating Budget. If Owner suggests modifications to the proposed Life of-Mine Plan or initial Operating Budget, Owner shall advise Contractor of the reasons for such modifications, and Owner and Contractor shall meet promptly and attempt in good faith to resolve their differences with respect to the proposed Life-of-Mine Plan or the initial Operating Budget. If Owner and Contractor are unable to resolve such differences within fifteen (15) Days after Owner’s notice of required modifications, Contractor shall revise and resubmit the proposed Life of-Mine Plan and initial Operating Budget as requested by Owner. Contractor hereby is released from any and all damages or other remedies available to Owner hereunder or otherwise to the extent that Contractor is unable to deliver the required quantity and/or quality of lignite in accordance with the terms of this Agreement as a result of a modification in the Life-of-Mine Plan or the initial Operating Budget proposed by the Owner and to which Contractor objected, unless such objection is not consistent with commercially reasonable surface lignite mining practices. 4.2.2 Annual Mining Plan (a) On or before October 1 of each Year during the term of this Agreement, including the Development Period and the Production Period, Contractor shall provide to Owner in writing (or in electronic format) a detailed mining plan covering the operation of the Mine for the next Year (“Annual Mining Plan”) that conforms substantially to the Life-of-Mine Plan. If Owner and Contractor agree that current circumstances require that the Annual Mining Plan differ in any material respect from the Life-of-Mine Plan, Contractor shall review and revise, if necessary, the Life-of-Mine Plan based on the then-current circumstances including the designation of annual deliveries provided by Owner in the notice given pursuant to Section 2.5.1. Contractor shall provide documentation consistent with the requirements of Section 4.2.1 for such revised Life-of-Mine Plan. (b) Such Annual Mining Plan shall include, but not be limited to, the following items for activities during the following Year: (i) recommended mining procedures; (ii) maps showing planned mine progression, location of Infrastructure, and capital project locations; (iii) mining operations schedules showing acres disturbed, overburden removed, lignite recovered by seam, anticipated lignite quality by seam, equipment working schedules, and labor requirements; (iv) a reclamation plan showing areas to be regraded, planted or otherwise subject to reclamation activities and a permitting and bonding schedule; (v) an estimated capital budget containing detailed, itemized estimates of all capital expenditures and commitments; (vi) an estimate of all operating costs and expenses in such detail as required for Production Period costs under Section 7.2, along with such other information as Owner may reasonably request, which estimate will constitute the proposed Operating Budget for the following Year; (vii) an estimated Monthly cash flow statement containing estimates of the cash requirements for the capital budget and Operating Budget prepared pursuant to this Section 4.2.2; (viii) an annual projection of operations for the following Year and for the next four (4) Years in such detail as directed by Owner; (ix) an estimate of the projected lignite quality; recovery parameters; equipment hourly operating costs, fuel consumption, availability and utilization; Tons per employee work day; and other characteristics reasonably requested by Owner; and (x) such other information as directed by Owner. 4.2.3 Approval of Annual Mining Plan Including Operating Budget (a) Within fifteen (15) Days after receipt by Owner of an Annual Mining Plan that includes a proposed Operating Budget, and, if applicable, a revised Life-of-Mine Plan, the Parties shall meet to discuss such plan and address Owner’s questions. (b) Within thirty (30) Days from Owner’s receipt of the Annual Mining Plan and Operating Budget delivered pursuant to Section 4.2.2, Owner shall give written notice to Contractor either approving such plan or providing written comments and suggested modifications to the Annual Mining Plan or Operating Budget. If Owner does not give Contractor such notice within thirty (30) Days after Owner’s receipt thereof, Owner shall be deemed to have approved such Annual Mining Plan and Operating Budget. (c) If pursuant to Section 4.2.3(b), Owner disapproves an Annual Mining Plan or Operating Budget or any portion(s) thereof, Owner shall advise Contractor in writing of the reasons for such disapproval and suggested modifications, and Owner and Contractor shall meet within ten (10) Days after said disapproval was expressed, and attempt in good faith to resolve their differences with respect to the Annual Mining Plan or Operating Budget. If Owner and Contractor are unable to resolve such differences within thirty (30) Days after Contractor’s receipt of such written disapproval from Owner, Contractor shall adopt such changes to the Annual Mining Plan or Operating Budget as requested by Owner, and shall submit a revised Annual Mining Plan, including the Operating Budget, within sixty (60) Days after Contractor’s receipt of Owner’s written disapproval. Contractor hereby is released from any and all damages or other remedies available to Owner hereunder or otherwise to the extent that Contractor is unable to deliver the required quantity and/or quality of lignite in accordance with the terms of this Agreement as a result of a change in the Annual Mining Plan or Operating Budget proposed by the Owner and to which Contractor objected, unless such objection is not consistent with commercially reasonable surface lignite mining practices. Such release shall apply beginning on the date on which Contractor implemented Owner’s changes to which Contractor objected and ending upon the earliest to occur of (i) Contractor’s written withdrawal of its objection to such change, (ii) if Owner directs Contractor to counteract such change, the Day after Contractor has effectively counteracted such change and (iii) the end of the period covered by the then-current Annual Mining Plan or Operating Budget.
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Sources: Lignite Mining Agreement (Advanced Emissions Solutions, Inc.)
Mining Plans. 4.2.1 5.2.1 Life-of-Mine Plan
(a) Contractor Seller shall prepare and provide to Owner Buyer in writing a mining plan covering life of the life-of-mine requirements (the “Life-of-Mine Plan”) for the design, development, construction construction, start-up and operation of the Mine, including the Development Period, the Production Period and the Post-Production Period, Period to furnish from the Five Forks Reserves the lignite requirements requested by Owner of Buyer under this Agreement. Seller’s initial Life-of-Mine Plan shall assume that Buyer’s life-of-mine lignite requirements shall be equal to 2,500,000 Tons per Year unless Buyer notifies Seller to use a different assumption. The Life-of-Mine Plan shall be based on the principle of recovering the most economic reserves from within the Reserves over the Term. The Life-of-Mine Plan shall be prepared in accordance with commercially reasonable sound engineering and design practices and Applicable Laws and shall include, but not be limited to, production schedules, staffing and equipment requirements, estimated costs per Ton using the cost categories identified in Section 7.27, time schedules for a property acquisition plan, schedule and estimated budget, a mine developmentdevelopment plan, schedule and budget, method of operation, including method of operation of any lignite handling facilities, anticipated lignite quality characteristics, reclamation and permitting schedules, an estimated capital budget containing estimates of all capital expenditures, commitments, and loan/lease requirements, and operating cost requirementsestimates, mine design, mine plan projection maps, mine progression and reserve studies, and other documentation reasonably requested by OwnerBuyer. Contractor Seller will permit OwnerBuyer’s representatives to participate in the development of the Life-of-Mine Plan and any revisions thereto.
(b) The Life-of-Mine Plan, which shall include an initial annual operating budget (each such annual operating budget, an “Operating Budget”), for the portion of the current Year remaining after the Effective Date, prepared as set forth in Section 4.2.3 but for a partial Year, Plan shall be completed and delivered by Contractor Seller to Owner Buyer within ninety three hundred sixty-five (90365) Days of the Effective Date. Owner Buyer shall review the Life-of-Mine Plan, including the initial Operating Budget, Plan for reasonableness and completeness. Within thirty sixty (3060) Days of receipt of the Life Life-of-Mine Plan, Owner Buyer shall meet with Contractor Seller to jointly review the proposed Life-of-Mine Plan and initial Operating BudgetPlan. Within fifteen forty-five (1545) Days of the conclusion of such review, Owner Buyer shall provide notice to Contractor Seller of its Buyer’s approval of, or OwnerBuyer’s suggested modifications to, the Life-of-Mine Plan and initial Operating Budget. If Owner suggests modifications to the proposed Life of-Mine Plan or initial Operating Budget, Owner shall advise Contractor of the reasons for such modifications, and Owner and Contractor shall meet promptly and attempt in good faith to resolve their differences with respect to the proposed Life-of-Mine Plan or the initial Operating Budget. If Owner and Contractor are unable to resolve such differences within fifteen (15) Days after Owner’s notice of required modifications, Contractor shall revise and resubmit the proposed Life of-Mine Plan and initial Operating Budget as requested by Owner. Contractor hereby is released from any and all damages or other remedies available to Owner hereunder or otherwise to the extent that Contractor is unable to deliver the required quantity and/or quality of lignite in accordance with the terms of this Agreement as a result of a modification in the Life-of-Mine Plan or the initial Operating Budget proposed by the Owner and to which Contractor objected, unless such objection is not consistent with commercially reasonable surface lignite mining practices.
4.2.2 Annual Mining Plan
(a) On or before October 1 of each Year during the term of this Agreement, including the Development Period and the Production Period, Contractor shall provide to Owner in writing (or in electronic format) a detailed mining plan covering the operation of the Mine for the next Year (“Annual Mining Plan”) that conforms substantially to the Life-of-Mine Plan. If Owner and Contractor agree that current circumstances require that the Annual Mining Plan differ in any material respect from the Life-of-Mine Plan, Contractor shall review and revise, if necessary, the Life-of-Mine Plan based on the then-current circumstances including the designation of annual deliveries provided by Owner in the notice given pursuant to Section 2.5.1. Contractor shall provide documentation consistent with the requirements of Section 4.2.1 for such revised Life-of-Mine Plan.
(b) Such Annual Mining Plan shall include, but not be limited to, the following items for activities during the following Year:
(i) recommended mining procedures;
(ii) maps showing planned mine progression, location of Infrastructure, and capital project locations;
(iii) mining operations schedules showing acres disturbed, overburden removed, lignite recovered by seam, anticipated lignite quality by seam, equipment working schedules, and labor requirements;
(iv) a reclamation plan showing areas to be regraded, planted or otherwise subject to reclamation activities and a permitting and bonding schedule;
(v) an estimated capital budget containing detailed, itemized estimates of all capital expenditures and commitments;
(vi) an estimate of all operating costs and expenses in such detail as required for Production Period costs under Section 7.2, along with such other information as Owner may reasonably request, which estimate will constitute the proposed Operating Budget for the following Year;
(vii) an estimated Monthly cash flow statement containing estimates of the cash requirements for the capital budget and Operating Budget prepared pursuant to this Section 4.2.2;
(viii) an annual projection of operations for the following Year and for the next four (4) Years in such detail as directed by Owner;
(ix) an estimate of the projected lignite quality; recovery parameters; equipment hourly operating costs, fuel consumption, availability and utilization; Tons per employee work day; and other characteristics reasonably requested by Owner; and
(x) such other information as directed by Owner.
4.2.3 Approval of Annual Mining Plan Including Operating Budget
(a) Within fifteen (15) Days after receipt by Owner of an Annual Mining Plan that includes a proposed Operating Budget, and, if applicable, a revised Life-of-Mine Plan, the Parties shall meet to discuss such plan and address Owner’s questions.
(b) Within thirty (30) Days from Owner’s receipt of the Annual Mining Plan and Operating Budget delivered pursuant to Section 4.2.2, Owner shall give written notice to Contractor either approving such plan or providing written comments and suggested modifications to the Annual Mining Plan or Operating Budget. If Owner does not give Contractor such notice within thirty (30) Days after Owner’s receipt thereof, Owner shall be deemed to have approved such Annual Mining Plan and Operating Budget.
(c) If pursuant to Section 4.2.3(b), Owner disapproves an Annual Mining Plan or Operating Budget or any portion(s) thereof, Owner shall advise Contractor in writing of the reasons for such disapproval and suggested modifications, and Owner and Contractor shall meet within ten (10) Days after said disapproval was expressed, and attempt in good faith to resolve their differences with respect to the Annual Mining Plan or Operating Budget. If Owner and Contractor are unable to resolve such differences within thirty (30) Days after Contractor’s receipt of such written disapproval from Owner, Contractor shall adopt such changes to the Annual Mining Plan or Operating Budget as requested by Owner, and shall submit a revised Annual Mining Plan, including the Operating Budget, within sixty (60) Days after Contractor’s receipt of Owner’s written disapproval. Contractor hereby is released from any and all damages or other remedies available to Owner hereunder or otherwise to the extent that Contractor is unable to deliver the required quantity and/or quality of lignite in accordance with the terms of this Agreement as a result of a change in the Annual Mining Plan or Operating Budget proposed by the Owner and to which Contractor objected, unless such objection is not consistent with commercially reasonable surface lignite mining practices. Such release shall apply beginning on the date on which Contractor implemented Owner’s changes to which Contractor objected and ending upon the earliest to occur of (i) Contractor’s written withdrawal of its objection to such change, (ii) if Owner directs Contractor to counteract such change, the Day after Contractor has effectively counteracted such change and (iii) the end of the period covered by the then-current Annual Mining Plan or Operating Budget.of-
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